Non-executive directors are appointed for specified terms of three years, subject to three months notice within that period and also subject to re-election and to Companies Act provisions relating to the removal of a director. Reappointment is not automatic. All directors are subject to election by shareholders at the first opportunity after their appointment and to re-election thereafter at intervals of not more than three years.

Directors are able to take independent professional advice, if required, at the expense of the Company. They also have access at all times to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.

Executive directors receive annual appraisals which are carried out by the Chief Executive. Appraisal reports are reviewed by the Remuneration Committee. The Chairman carries out annual appraisals for the Chief Executive and the other non-executive directors. All directors receive appropriate induction training on appointment to the Board. Other training requirements are identified as part of the annual appraisal process.

The Audit Committee consisting of the nonexecutive directors and chaired by Peter Folkman, reviews the half-year and annual financial statements and matters related to internal controls, including the external audit function.

The Nomination Committee comprising the nonexecutive directors and the Chief Executive and chaired by Angus Crichton-Miller, is responsible for recommending candidates for Board appointment.

The Remuneration Committee comprising the nonexecutive directors and chaired by Clive McLintock is responsible for ensuring that remuneration policy facilitates the attraction, retention and motivation of senior executives of appropriate calibre, whilst avoiding unnecessary cost.

The Board has overall responsibility for the management of the Group, the formulation of the Group's corporate strategy, approval of acquisitions, annual Group budget, major capital expenditure and disposals and treasury policy. Control of operational matters is delegated through the Group Chief Executive, the Group Finance Director, the respective divisional and subsidiary managing directors and local directors as appropriate. This structure ensures a strong link between corporate strategy and its effective implementation.

The Board meets at least once each month to review the affairs and trading progress of the various businesses within Holidaybreak plc and the Group as a whole. Each of the executive directors report to the Board on relevant matters relating to their areas of responsibility, having previously circulated written reports to all Board members. All members of the Board are expected to attend the main monthly meetings and to arrange their diaries to ensure that this is possible. With two exceptions there was 100% attendance at all meetings in the period covered by this Annual Report.

The three trading divisions of the Group, Camping, Hotel Breaks and Adventure Holidays also hold monthly board meetings to report on and review trading progress and discuss future plans. The Group Chief Executive and Group Finance Director sit on the divisional boards and attend meetings in a nonexecutive capacity.

The planning and budgeting cycle enables management at all levels to identify and address all significant business risks and to control the strategic and financial objectives of the Group. The Board is responsible for the formulation of medium term corporate strategy. This in turn provides a basis for the formulation and review of divisional strategy by the divisional boards. All strategic plans are subject to an annual review. Divisional strategic plans and annual reviews are presented to and reviewed by the Board and, once approved, form the basis of annual budgets.